Consitution

Constitution

 BENDIGO BOWLS DIVISION INC.

CONSTITUTION OF BENDIGO BOWLS DIVISION Inc

PART I – PURPOSES, POWERS AND INTERPRETATION
1. NAME_________________________________________________________

The name of the incorporated association is Bendigo Bowls Division Inc.

2. INCORPORATION______________________________________________

Divisions shall incorporate under the Act and shall remain incorporated.

3. PURPOSES OF ASSOCIATION___________________________________

The Division is established solely for these purposes. The purposes of the Division
are to:

(a) assist Bowls Victoria and the relevant Region to manage, promote and control
Bowls, all Clubs, and Affiliated Members within the area of its jurisdiction;

(b) consider and deal with all matters submitted to it by any Member;

(c) co-operate with other Regions and Divisions of Bowls Victoria in any Bowls
related matters;

(d) conduct and control any Division Bowls event and functions;

(e) promote the health and safety of all its Members, athletes, officials and other
individuals participating in Bowls in any capacity;

(f) act at all times on behalf of, and in the interests of, the Members and Bowls;

(g) affiliate and otherwise liaise with Bowls Victoria and such other bodies as may
be desirable, in the pursuit of these purposes;

(h) apply the property and capacity of the Division towards the fulfilment and
achievement of these purposes;

(i) pursue through itself or others such commercial arrangements, including
sponsorship and marketing opportunities, as are appropriate to further the
purposes of the Association; and

(j) undertake to do all such things and activities which may be necessary for the
accomplishment of these objectives.

4. POWERS OF ASSOCIATION___________________________________
Solely for furthering the purposes set out above, the Division has all the rights,
powers and privileges conferred on it under the Act, in particular section 16.


5. INTERPRETATION AND DEFINITIONS__________________________

5.1 Definitions

In this Constitution, unless the contrary intention appears:

Act means the Associations Incorporation Reform Act 2012 as amended or replaced
from time to time.

Affiliated Member means a natural person recognised by Bowls Victoria and a Club
as a member under their respective constitutions from time to time.

Annual General Meeting means a meeting of Members convened in accordance
with rule 11.

Board means the body consisting of the Directors under rule 17.2.

Bowls means the sport and game of bowls as determined by World Bowls with such
variations as may be recognised by Bowls Australia or Bowls Victoria from time to
time.

Bowls Australia means Bowls Australia Incorporated, the governing body for Bowls
in Australia, or its successors.

Bowls Victoria means Bowls Victoria Incorporated, the governing body for Bowls in
Victoria, or its successors.

Chairman means the chairman of the Division elected in accordance with rule 17
from time to time.

Club means a Bowls club recognised by Bowls Victoria as a member of it from time
to time and who Bowls Victoria has nominated for membership of the Division.

Committee means any committee of the Board created under rule 22.4 from time to
time.

Constitution means this constitution of the Division as amended from time to time.

Delegate means a person appointed to represent a Club at the General Meetings of
the Division or other meetings.
.
Director means a member of the Board elected or appointed under rules 17 or 18.

Division means Bendigo Bowls Division Inc.

Financial Year means the year ending on 30 April.

 

General Meeting means an Annual General Meeting together with any meeting of
Members convened in accordance with rule 12.

Member means any person or entity recognized as a member of the Division by the Board
under rule 6 from time to time.

Region means an area of Victoria having boundaries as approved by Bowls Victoria
from time to time and as defined in the Regulations. A reference to “Region” also
includes the committee or other body appointed to administer an approved area.

Register means the register of Members kept in accordance with rule 8.1.

Regulations mean any regulation made by the Board under rule 38

Relevant Documents means the record and other documents, however recorded compiled or stored, that relate to the Club and management of the Club and includes membership records, financial statements, financial records, and records and documents relating to transactions, dealings, business or property of the Club

Special Resolution has the same meaning as in the Act.

World Bowls means World Bowls Limited, the international governing body for
Bowls, or its successors.

5.2 Interpretation

In this Constitution:

(a) a reference to a rule, regulation, schedule or annexure is to a rule, regulation,
schedule or annexure of, or made under, this Constitution;

(b) words importing the singular include the plural and vice versa;

(c) words importing any gender include the other genders;

(d) headings are for convenience only and shall not be used for interpretation;

(e) words or expressions shall be interpreted in accordance with the provisions of
the Act as they vary from time to time;

(f) references to persons include natural persons, corporations and bodies
politic, and any legal personal representatives, successors and permitted
assigns of that person;

(g) a reference to a statute, ordinance, code or other law includes regulations and
other statutory instruments under it and consolidations, amendments, reenactments
or replacements of any of them (whether of the same or any
legislative authority having jurisdiction); and

(h) expressions referring to "writing" shall unless the contrary intention appears,
be construed as including references to printing, photography and other
modes of representing or reproducing words in a visible form, including
messages sent by electronic mail.


5.3 Enforceability

If any provision of this Constitution or any phrase contained in it is invalid or
unenforceable in any jurisdiction, the phrase or provision shall be read down for the
purpose of that jurisdiction, if possible, so it is valid and enforceable. If it can not be
so read down the provision shall be severed to the extent of the invalidity or
unenforceability. The remaining provisions of this Constitution and its validity or
enforceability shall not be affected by the severance in any other jurisdiction.

PART II - MEMBERSHIP

6. MEMBERSHIP OF ASSOCIATION_____________________________________

6.1 Minimum number of members

The Division must have at least five members.

6.2 Categories of Member

The Members shall be, and shall be divided into, the following categories:

(a) Clubs, which shall be represented at General Meetings by two Delegates, one
male and one female, if possible. Each Delegate shall (subject to this
Constitution and rule 15.1 in particular) have the right to be present, to debate
and to vote at General Meetings; and

(b) such other category or categories of members as determined by the Board
from time to time.

6.3 Membership – Clubs

(a) To be eligible for membership of the Division, a Club must be a member of
Bowls Victoria and must be situated within the boundary of the Division as
determined by Bowls Victoria from time to time. The Club must meet any
other criteria set by the Board from time to time.

(b) All Clubs who meet the criteria in rule 6.3(a) from time to time will be
accepted as Members of the Division.

6.4 Renewal of Membership

Clubs are not required to reapply for membership each Financial Year. Clubs shall,
subject to this Constitution and the constitution of Bowls Victoria (where relevant),
remain Members provided all monies due and payable to the Division have been
paid. If Members do not pay monies within thirty days of the due date, subject to the
discretion of the Board, all of the Members' rights under this Constitution shall be
suspended until such times as all monies are fully paid.
6.5 Delegates of Clubs

(a) Prior to an Annual General Meeting, each Club shall forward to the Division
Administration Officer the names and addresses of the Club's elected Delegates for the
succeeding year within 14 days of the election. If a Club fails to provide
notification to the Division Administration Officer, the President and Administration officer of the Club shall be deemed to be the delegates.

(b) If a Club has failed to notify the Division Administration Officer of a Delegate(s) prior to the Annual General meeting, it may notify the Division Administration Officer prior to any
General Meeting who their Delegate(s) will be for that General Meeting.

(c) If a Delegate is unable to attend a General Meeting, the Club may notify the
Division Administration Officer in writing not less than 48 hours before that General
Meeting of an alternate Delegate. Such notification is valid for that General
Meeting only.

(d) If a Delegate is unable to attend a General Meeting and the Club:

(i) has failed to provide notice in writing under rule 6.5(c); or

(ii) is otherwise unable to provide the Division Administration Officer with notice at
least 48 hours prior to the General Meeting,

the Club can not appoint an alternate Delegate. Any vote that such
Delegate would have been entitled to cast may be cast by the other
appointed Delegate from the Club.

(e) The Division Administration Officer shall record any change in Delegate in the Register.

(f) Each Delegate shall comply with the directions given by a resolution of the
Club appointing that Delegate, including in respect of voting and if required by
the Board shall provide to the Board evidence of such compliance.

6.6 Effect of Membership

(a) All Members acknowledge and agree that:

(i) this Constitution constitutes a contract between each of them and the
Division and that they are bound by this Constitution and the
Regulations;

(ii) they shall comply with and observe this Constitution and the
Regulations;

(iii) by submitting to this Constitution and the Regulations they are subject
to the jurisdiction of the Division;

(iv) this Constitution and Regulations are necessary and reasonable for
promoting the purposes of the Division; and
(v) they are entitled to all benefits, advantages, privileges and services of
their membership as determined by the Board.

(b) All Members may by virtue of membership of the Division and subject to this
Constitution:

(i) express in writing or otherwise their views and opinions in any meeting
in respect of which they are entitled to participate in accordance with
this Constitution;

(ii) make proposals or submissions to the Board;

(iii) engage and participate in any activity approved, sponsored or
recognised by the Division; and

(iv) conduct any activity approved by the Division.

(c) A right, privilege or obligation of a Member by reason of their membership of
the Division:

(i) is not capable of being transferred or transmitted to another Member;
and

(ii) terminates upon the cessation of membership whether by resignation
or otherwise.

7. SUBSCRIPTIONS AND FEES____________________________________________

(a) Any fee payable by Clubs to the Division, the benefits which apply, the time
for, and manner of payment, shall be determined by the Board from time to
time.

(b) The Board is empowered to prevent any Member whose fees are in arrears
from exercising the whole or any of the rights or privileges of membership of
the Division, including but not limited to the right to vote at General Meetings.

8. REGISTERS____________________________________________________________

8.1 Division to Keep Register of Members
The Division shall keep and maintain a Register of Members in which shall be
Entered:
(a) the full name and address of the Club;
(b) date on which the Club became a member;
(c) any other information determined by the Board; and
(d) For each former member, the date of ceasing to be a Member;

8.2 Inspection of Register
Inspection of the Register will be available as provided by the Act and in accordance with rule 36 (d)
.

8.3 Register to be kept by Clubs
Clubs shall maintain, in a form acceptable to the Division and with such details as are
required by the Board, a register of all Affiliated Members of the Club. Such register
shall be available for inspection (including copying) by the Board upon reasonable
request.

9. RESIGNATION OF MEMBERS_______________________________________

9.1 Notice of Resignation

A Member who has paid all monies due and payable to the Division may resign from
the Division by giving thirty days notice in writing to the Division of such intention to
resign provided that they also resign from any membership of Bowls Victoria. Upon
the expiration of that period of notice, the Member shall cease to be a member.

9.2 Expiration of Notice Period

Upon the expiration of a notice given under rule 9.1, an entry, recording the date on
which the Member who gave notice ceased to be a Member, shall be recorded in the
Register.

9.3 Resignation by failure to pay subscription

(a) A Member is taken to have resigned if:

(i) The Member’s annual subscription is outstanding more than twelve months after the commencement of the Financial Year; or
(ii) If no subscription is payable:
(A) The secretary has made a written request to the Member to confirm that he or she wishes to remain a Member; and
(B) The Member has not, within three months after receiving that request, confirmed in writing that he or she wishes to remain a Member.

(b) Should a sufficient explanation to be made to the Board for the failure to pay subscription or reason for not responding to a request, the Board shall have the power to restore the Membership upon payment of the amount due (if any).


9.4 Forfeiture of Rights

A Member which ceases to be a Member, for whatever reason, shall forfeit all right in
and claim upon the Division and its property.

10. EXPULSION, SUSPENSION OR FINING OF MEMBERS_________________

The Board has no power to discipline Members where that Member has:

(a) breached, failed, refused or neglected to comply with a provision of this
Constitution or the Regulations;

(b) acted in a manner unbecoming of a Member prejudicial or prejudicial to the
interests of Bowls Victoria, a Region, another Division or another Member; or

(c) brought Bowls, Bowls Victoria, a Region, another Division or another Member
into disrepute.

Bowls Victoria has the power to discipline Members on the above grounds in accordance with the procedures set down in the Bowls Victoria constitution.

 

PART III- GENERAL MEETINGS

11. ANNUAL GENERAL MEETINGS______________________________________

11.1 Annual General Meeting to be Held

(a) The Division shall convene and hold an Annual General Meeting of its
Members annually in accordance with the Act.

(b) The Annual General Meeting of the Division shall, subject to the Act and to
rule 11.1(a), be convened on a date and at a venue to be determined by the
Board.

11.2 Business
In addition to any business required to be transacted at the Annual General Meeting
under the Act, the business of the Annual General Meeting may (but, for the
avoidance of doubt, it does not have to) include the following:


(a) Confirmation of Minutes;

(b) Chairman's Report;

(c) Committee Reports;

(d) Financial Report;

(e) Election of Office Bearers;

(f) Election of Committees;

(g) Honorariums;

(h) Member Club Levy/Fees;

(i) Bowls Programmes;

(j) Divisional Championship Finals; and

(k) any other business of which notice is given in accordance with this
Constitution.

11.3 Additional Meetings

The Annual General Meeting shall be in addition to any other General Meetings that
may be held in the same year. Any General Meeting other than an Annual General meeting is a special general meeting.

12. GENERAL MEETINGS_____________________________________________

12.1 General Meetings May be Held

(a) At least two General Meetings will be held annually by the Division.

(b) The Board may, whenever it thinks fit convene a General Meeting of the
Division and, where but for this rule more than fifteen months would elapse
between Annual General Meetings, it shall convene a General Meeting before
the expiration of that period.

 


12.2 Request for General Meetings

(a) The Board shall convene a General Meeting upon receiving a request in
writing from not less than 50% of Clubs who would be entitled to vote at such
General Meeting. The Board may also convene a General Meeting.

(b) The request for a General Meeting shall be in writing and state the object(s) of the meeting and
shall be signed by the Clubs making the request and be sent to the Chairman.
The request may consist of several documents in a like form, each signed by
one or more of the Clubs making the requisition.

(c) If the Board does not cause a General Meeting to be held within thirty days
after the date on which the request is sent to the Chairman, the Clubs making
the request, or any of them, may convene a General Meeting to be held not
later than sixty days after that date.

(d) A General Meeting convened by Clubs under this Constitution shall be
convened in the same manner, or as nearly as possible as that, in which
General Meetings are convened by the Board. All reasonable expenses
incurred in convening the meeting shall be refunded by the Division to the
Clubs incurring the expenses.

13. NOTICE OF MEETINGS___________________________________________

13.1 Notice to be given for General Meetings

(a) The Division Administration Officer shall, at least 21 days before the date fixed for General Meeting, send to each Club entitled to vote at such meeting and each Director a notice in writing stating the place, date and time and the nature of the
proposed business to be transacted at the meeting. Notice may be given in any form
permitted under rule 35.

(b) Notice of a General Meeting must:
(i) State that the Member may appoint a proxy in accordance with rule 15.5; and
(ii) include a copy of any form that the Board has approved for the appointment of a proxy.

13.2 Business of Meeting

(a) No business other than that set out in the notice convening the meeting shall
be transacted at the General Meeting.

(b) A Member desiring to bring any business before a meeting shall give at least
30 days notice in writing of that business to the Division which shall include
that business in a notice calling the next General Meeting after the receipt of
the notice.

14. PROCEEDINGS AT MEETINGS_______________________________________

14.1 Quorum

(a) No business shall be transacted at any General Meeting unless a quorum is
present at the time when the meeting proceeds to business. A quorum for
General Meetings of the Division shall be half the Clubs, represented by their
Delegates present in person or by proxy and entitled to vote.
(b) If within half an hour after the appointed time for the commencement of a
General Meeting, a quorum is not present, the meeting:

(i) if convened upon the requisition of Clubs, shall be dissolved; and

(ii) in any other case, shall stand adjourned to:

(A) the same day in the next week at the same time and (unless
Members are notified of an alternate venue) at the same place;
or

(B) any date, time and place determined by the chairperson;
and if at the adjourned meeting a quorum is not present within half an
hour after the time appointed for the commencement of the meeting,
those Members present shall constitute a quorum.

14.2 Chairman to Chair

The Chairman shall chair each General Meeting of the Division. If the Chairman is
absent or is unwilling to act, then the Directors present shall elect one of their number
to preside as chairperson at the meeting.

14.3 Chairperson May Adjourn Meeting

(a) The chairperson of a General Meeting at which a quorum is present may, with
the consent of the meeting, adjourn the meeting from time to time and place
to place, but no business shall be transacted at an adjourned meeting other
than the business left unfinished at the meeting at which the adjournment took
place.

(b) Where a meeting is adjourned for 14 days or more, a notice of the adjourned
meeting shall be given as in the case of the General Meeting. Except as
provided in this rule, it is not necessary to give notice of an adjournment or of
the business to be transacted at an adjourned meeting.

14.4 Use of technology

(a) A Member not physically present at a General Meeting may participate in the meeting by the use of technology that allows that Member and the Members present at the meeting to clearly and simultaneously communicate with each other.
(b) A Member participating in a General Meeting as permitted under rule 14.4a is taken to be present at the meeting and, if the Member votes at the meeting, is taken to have voted in person.

15. VOTING AT GENERAL MEETINGS____________________________________

15.1 Voting Rights

Subject to any other provision of this Constitution, at all General Meetings:

(a) the only people entitled to vote are the Delegates; and

(b) a Club is entitled to appoint two delegates however, notwithstanding anything
in rule 6, only one vote may be cast on behalf of the Club.

15.2 Voting Procedure

(a) Subject to this rule 15, votes at a General Meeting shall be given in person by
those present and entitled to vote.
(b) Subject to rule 15.4, all questions arising at a General Meeting shall be
determined on a show of hands.

(c) In the case of an equality of votes on a question, the motion shall fail. Neither
the President nor the chairperson of the meeting is entitled to exercise a
second or casting vote.

15.3 Recording of Determinations

When a declaration is made by the chairperson that a resolution has, on a show of
hands, been carried, carried unanimously, carried by a particular majority or lost,
then an entry to that effect in the minute book of the Division is evidence of the fact,
without proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.

15.4 Poll at General Meetings

If a poll is demanded by the chairperson or any two Clubs, it shall be taken in such a
manner and either at once or after an interval or adjournment or otherwise as the
chairperson directs. The result of the poll shall be the resolution of the meeting.

15.5 Proxy and Postal Voting

(a) If both the Club's Delegates are unable to attend a General Meeting, the Club
may give its proxy to a Delegate from another Club or the chair of the
meeting. For voting by proxy to be valid, the Club must notify the Chairman of
the details of its proxy, in writing on the form (if any) required not less than 24
hours before the General Meeting. A Delegate can carry no more than 5
proxy votes.

(b) Unless otherwise determined by the Board, there shall be no postal voting on
any matter.


16. MINUTES OF GENERAL MEETINGS.
The Board must ensure that minutes are taken and kept of each General Meeting.
(a) The minutes must record:

(i) the business considered at the meeting
(ii) any resolution on which a vote is taken and the result of the vote; and
(iii) the names of person present.

(b) In addition, the minutes of each Annual General Meeting must include:

(i) the financial statements submitted to the members in accordance with rule 11.2; and
(ii) any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.


PART IV – BOARD

17. BOARD___________________________________________________________

17.1 Powers of Board

(a) The affairs of the Division shall be managed by the Board constituted under
rule 17.2.

(b) Subject to this Constitution and the Act, the Board:

(i) shall control and manage the business and affairs of the Division;

(ii) may exercise all such powers and functions as may be exercised by
the Division other than those powers and functions that are required
by this Constitution to be exercised by the members in General
Meeting; and
(iii) has power to perform all such acts and things as appear to the Board
to be essential for the proper management of the business and affairs
of the Division.

17.2 Composition of Board
(a) The Board will be comprised of

(i) Chairman; and

(ii) Deputy Chairman;

(iii) Administration Officer;

(iv) Treasurer; and

(v) four additional members.

(b) The Chairman and Deputy Chairman cannot be of the same gender

17.3 Term of Office

(a) Subject to rule 19 below, each Director shall take office from the conclusion
of the Annual General Meeting at which they are elected and shall hold office
until the conclusion of the next Annual General Meeting following their
election.

(b) Directors are eligible for re-election however no Chairman may serve for more
than two consecutive terms of one year. However, that Chairman shall be eligible to return to the Board after their terms are completed. 

17.4 Casual Vacancy
In the event of a casual vacancy in the office of any Director, the Board may appoint
an appropriate Affiliated Member of a Club to the vacant office and the person so
appointed may continue in office up to the end of the term of the Director they are
replacing.

18. ELECTION OF DIRECTORS_________________________________________
.
(a) The Board shall call for nominations at an appropriate time by sending notice
to all Clubs in a manner determined by the Board.

(c) Candidates must:

(i) Be aged 18 years and over; and
(ii) Reside in Australia
(c) Nominations of candidates for election as Directors must:

(i) come from Affiliated Members;

(ii) be made in writing on the form provided by the Division from time to
time (if any);

(iii) specify the office the candidate is being nominated for;

(iv) be signed by Delegates representing two separate Clubs and
accompanied by the written consent of the nominee; and

(v) be delivered to the Chairman or person nominated by the Board by the
date specified in the call for nominations.

(d) If no more than one nomination is received for a vacancy on the Board, the
person nominated shall be declared elected.

(e) If no person is nominated for a vacancy on the Board, then that vacancy will
be deemed a casual vacancy under rule 17.4.

(f) If the number of nominations for a Board vacancy exceeds one, voting papers
shall be prepared containing the names of the candidates in alphabetical
order nominated for each vacant position on the Board. Voting shall be
conducted at the Annual General Meeting in such a manner and by such a
method as determined by the Board from time to time.

19. VACANCY ON THE BOARD________________________________________


19.1 Grounds for Termination of Director

For the purposes of this Constitution, the office of a Director becomes vacant if the
Director:

(a) ceases to be an Affiliated Member of a Club;

(b) resigns their office by notice in writing given to the Division;


(c) becomes a bankrupt;

(d) is subject to any sanction by Bowls Victoria under the Bowls Victoria constitution;

(e) is directly or indirectly interested in any contract or proposed contract with the
Division and, in the opinion of the Board, has deliberately, recklessly or
negligently failed to declare the nature of his interest;

(f) is removed from office in accordance with this Constitution;

(g) dies or becomes of unsound mind or a person whose person or estate is
liable to be dealt with in anyway under the law relating to mental health;

(h) would be prohibited from being a director of a company under the
Corporations Act 2001 (Cth); or

(i) fails to attend three consecutive meetings of the Board without having
previously obtained leave of absence in accordance with rule 20.5 or provided reasonable excuse for such absence.

19.2 Removal of Director

(a) The Division in a General Meeting may by Special Resolution remove any
Director, before the expiration of their term of office and appoint another
Director in their place to hold office until the expiration of the term of the first
mentioned Director.

(b) Where the Director to whom a proposed resolution referred to in rule 19.2(a)
makes representations in writing to the Chairman and requests that such
representations be notified to the Members, the Chairman may send a copy of
the representations to each Club and if they are not so sent, the Director may
require that they be read out at the meeting, and the representations shall be
so read.

20. QUORUM AND PROCEDURE AT BOARD MEETINGS_________________

20.1 Convening a Board Meeting

(a) The Board shall meet as often as is deemed necessary for the dispatch of
business. Subject to this Constitution, in particular this rule 20, the Board
may regulate its meetings as it thinks fit.

(b) Unless all Directors agree to hold a meeting at shorter notice (which
agreement shall be sufficiently evidenced in writing or by their presence) not
less than two days written notice of a Board meeting shall be given to each
Director.

(c) Written notice of each Board meeting, specifying the general nature of the
business to be transacted, shall be served on each Director by:

(i) delivering it to that Director personally;

(ii) sending it in writing, by facsimile or other means of electronic
communication (subject to receiving appropriate confirmation that the
notice has been effectively dispatched);
in accordance with the Director's last notified contact details.
(iii) Notice may be given of more than one Board meeting as the same time.

 


20.2 Urgent Board Meeting

(a) In the case of urgency, a meeting can be held without notice being given in accordance with rule 20.1 provided that as much notice as practicable is given to each Director by the quickest means practicable.
(b) Any resolution made at an urgent Board meeting must be passed by an absolute majority of the Board.


20.3 Quorum

(a) A majority of the Directors constitute a quorum for the transaction of the
business of a meeting of the Board.

(b) No business shall be transacted unless a quorum is present and if within half
an hour of the time appointed for the meeting a quorum is not present, the
meeting shall stand adjourned to the same place and at the same hour of the
same day in the following week, or any date, time and place determined by
the Chairman.
(c) The Board may act notwithstanding any casual vacancy. However, if there
are casual vacancies in the office of a Director such that the number of
remaining Directors is not sufficient to constitute a quorum at a meeting of the
Board, those Directors may act only for the purpose of increasing the number
of Directors to a number sufficient to constitute such a quorum.

20.4 Procedures at Board meetings

(a) At meetings of the Board, the Chairman shall chair the meeting. If the
Chairman is absent or unwilling to act, the Board shall appoint one of its
members to chair the meeting.

(b) Questions arising at a meeting of the Board shall be determined on a show of
hands or, if demanded by a Director, by a poll taken in such manner as the
person presiding at the meeting may determine.

(c) Each Director present at a meeting of the Board (including the person
presiding at the meeting) is entitled to one vote. In the event of an equality of
votes on any question, the motion shall fail; neither the Chairman nor chair
may exercise a second or casting vote.

(d) Voting by proxy is not permitted

(e) A resolution in writing signed or assented to by facsimile or other form of
electronic communication by all the voting members of the Board shall be as
valid and effectual as if it had been passed at a meeting of the Board duly
convened and held. Any such resolution may consist of several documents in
like form each signed by one or more of the Directors.

(f) Without limiting the power of the Board to regulate its meetings as it thinks fit,
a meeting of the Board may be held where one or more of the Directors is not
physically present at the meeting, provided that:

(i) all persons participating in the meeting are able to communicate with
each other effectively, simultaneously and instantaneously whether by
means of telephone or other form of communication;

(ii) notice of the meeting is given to all the Directors entitled to notice in
accordance with the usual procedures agreed upon or laid down from
time to time by the Board;

(iii) in the event that a failure in communications prevents condition (i)
from being satisfied by that number of Directors which constitutes a
quorum, and none of such Directors are present at the place where
the meeting is deemed by virtue of the further provisions of this rule to
be held then the meeting shall be suspended until condition (i) is
satisfied again. If such condition is not satisfied within fifteen minutes
from the interruption the meeting shall be deemed to have terminated;
and

(iv) any meeting held where one or more of the Directors is not physically
present shall be deemed to be held at the place specified in the notice
of meeting provided a Director is there present and if no Director is
there present the meeting shall be deemed to be held at the place
where the chairperson of the meeting is located.

20.5 Leave of absence

(a) The Board may grant a Director leave of absence from Board meetings for a period not exceeding three months.
(b) The Board must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the Directors to seek the leave in advance.

21. INTERESTS OF THE MEMBERS OF THE BOARD___________________
21.1 Material Personal Interests

(a) A Director who has a material personal interest in a matter being considered at the Board meeting must disclose the nature and extent of that interest to the Board.

(b) A Director with such a material personal interest must not;
(i) Be present while the matter is being considered at the meeting; and
(ii) Must not vote on the matter.

(c) This rule 21.1 does not apply to a material personal interest that:
(i) Exists only because the Director belongs to a class of persons for whose benefit the Division is established; or
(ii) That the Director has in common with all, or a substantial proportion of Members

(d) A general notice that a Director is to be regarded as having a material personal interest in a matter being considered is sufficient declaration for such Director and the said matter. After such general notice is not necessary for such Director to give a special notice relating to the said matter.
(e) It is the duty of the Division Administration Officer to record in the minutes any declaration made or any general notice as aforesaid given by a Director in accordance with this rule 21.1

21.2 Financial Interest


(a) A Director is disqualified from:

(i) holding any place of profit or position of employment in the Division, or in any
company or incorporated association in which the Division is a shareholder or
otherwise interested; or

(ii)) contracting with the Division either as vendor, purchaser or otherwise,

except with express resolution of approval of the Board. Any contract or
arrangement in which any Director is in any way interested which is entered into by
or on behalf of the Division without the approval of the Board, will be voided for such
reason.

(b) The nature of the financial interest of such Director must be declared by the Director
at the meeting of the Board at which the contract or arrangement is first taken
into consideration if the interest then exists or in any other case at the first
meeting of the Board after the acquisition of the interest.

(c) A general notice that a Director is a member of any specified firm or company
and is to be regarded as interested in all transactions with that firm or
company is sufficient declaration under this rule for such Director and the said
transactions. After such general notice it is not necessary for such Director to
give a special notice relating to any particular transaction with that firm or
company.

(d) It is the duty of the Division Administration Officer to record in the minutes any
declaration made or an general notice as aforesaid given by a Director in accordance
with this rule 21.2.

21.3 Conflicts

A Director notwithstanding the interest may be counted in the quorum present at any
meeting but cannot vote in respect of any contract or arrangement in which the
Director is interested. If the Director votes, the vote shall not be counted.

22. DELEGATED POWERS .

22.1 Board May Delegate Functions

(a) The Board may, by instrument in writing, create, establish or appoint special
committees, individual officers and consultants to carry out specific duties and
functions. In the establishing instrument, the Board may delegate such
functions as are specified in the instrument, other than:

(i) this power of delegation; and
(ii) a function imposed on the Board by the Act, any other law, this
Constitution, or by resolution of the Division in a General Meeting.

(b) At any time the Board may, by instrument in writing, revoke wholly or in part
any delegation made under this clause. It may amend or repeal any decision
made by a body or person under this clause.

22.2 Exercise of Delegated Functions

(a) A function, the exercise of which has been delegated under this clause, may,
while the delegation remains unrevoked, be exercised from time to time in
accordance with the terms of the delegation.

(b) A delegation under this clause may be made subject to certain conditions or
limitations regarding the exercise of any function. These may be specified in
the delegation.

22.3 Procedure of Delegated Entity

The procedures for any entity exercising delegated power shall, subject to this
Constitution and with any necessary or incidental amendment, be the same as that
applicable to meetings of the Board under clause 20. The entity exercising delegated
powers shall make decisions in accordance with the Objects, and it shall promptly
provide the Board with details of all material decisions. The entity shall also provide
any other reports, minutes and information required by the Board.

22.4 Committees

(a) As set out in rule 22.1, the Board may establish and delegate any of its
functions, powers or duties (except this power to delegate) to such
committees as it thinks fit. The Board may recall or revoke any such
delegation or appointment and may amend or repeal any decision made by
such committee.

(b) The Board shall determine in writing the duties and powers afforded to any
committee and the committee shall, in the exercise of such delegated powers,
conform to any directions or Regulations that may be prescribed by the
Board.

(c) A Director or the Chairman shall be ex-officio members of any committee so
appointed.

 

 

23. DUTIES


23.1. General Duties
(a) As soon as practicable after being elected or appointed to the Board, each Director must become familiar with this Constitution and the Act.
(b) The Board is collectively responsible for ensuring that the Division complies with the Act and that individual members of the Board comply with this Constitution.
(c) In addition to any duties imposed by this Constitution, a Director must perform any duties imposed from time to time by resolution at a General Meeting.
(d) The Board must ensure that the Division complies with the requirements in the Act regarding financial statements.

23.2 Secretary

(a) The Board will determine from time to time whether the President, Administration Officer or other person acts as the Division’s secretary under the Act.
(b) The secretary must give the registrar notice of his or her appointment within 14 days after the appointment.
(c) If the position of secretary becomes vacant, the Board must appoint a person to the position with 14 days after the vacancy arises.

23.3 Treasurer

The Treasurer must:

(a) receive all moneys paid to or received by the Division and issue receipts for those moneys in the name of the Division; and
(b) ensure that all moneys received are paid into the account of the Division with 5 working days after receipt;
(c) make any payments authorised by the Board or by a General Meeting of the Division from the Division’s funds;
(d) ensure that the financial records of the Division are kept in accordance with the Act;
(e) Coordinate the preparation of the financial statements of the Division and their submission to the Annual General Meeting of the Division;
(f) ensure that at least one other Director has access to the accounts and financial records of the Division; and
(g) keep in their custody or under their control:
(i) the financial records for the current financial year; and
(ii) any other financial records as authorised by the Board.

24. MINUTES OF BOARD MEETING

(a) The Board must ensure that minutes are taken and kept of each Board meeting.
(b) The minutes must record;
(i) the business considered at the meeting;
(ii) any resolution on which a vote is taken and the result of the vote; and
(iii) any interest declared under rules 21.1 or 21.2

 

 

 

PART V - MISCELLANEOUS

25. GRIEVANCE PROCEDURES________________________________________

(a) The grievance procedure set out in this rule applies to disputes under this
Constitution between:

(i) a Member and another Member; or

(ii) a Member and the Division.

(b) The parties to the dispute must meet and discuss the matter in dispute, and, if
possible, resolve the dispute within fourteen days after the dispute comes to
the attention of all of the parties.

(c) If the parties are unable to resolve the dispute at the meeting, or if a party fails
to attend that meeting, then the parties must, within 10 days, hold a meeting
in the presence of a mediator.

(d) The mediator must be:

(i) a person chosen by agreement between the parties; or

(ii) in the absence of agreement:

(A) in the case of a dispute between a Member and another
Member, a person appointed by the Board ; or

(B) in the case of a dispute between a Member and the Division, a
person who is a mediator appointed or employed by the
Dispute Settlement Centre of Victoria (Department of Justice).

(e) An Affiliated Member of a Club can be a mediator.

(f) The mediator cannot be an Affiliated Member of a Club who is a party to the
dispute.


(g) The parties to the dispute must, in good faith, attempt to settle the dispute by
mediation.

(h) The mediator, in conducting the mediation, must:

(i) give the parties to the mediation process every opportunity to be
heard; and

(ii) allow due consideration by all parties of any written statement
submitted by any party; and

(iii) ensure that natural justice is accorded to the parties to the dispute
throughout the mediation process.

(i) The mediator must not determine the dispute.

(j) If the mediation process does not result in the dispute being resolved, the
parties may seek to resolve the dispute in accordance with the Act or
otherwise at law.

26. SOURCES OF FUNDS_____________________________________________

The funds of the Division shall be derived from fees paid by Members, donations and
such other sources as the Board determines from time to time.

27. MANAGEMENT OF FUNDS

(a) The Division must open an account with a financial institution from which all expenditure of the Division is made and into whichall of the Division’s revenue is deposited.
(b) The Board may authorise the Treasurer to expend funds on behalf of the Division up to a specific limit without requiring approval from the Board for each item on which the funds are expended.
(c) All funds of the Division must be deposited into the financial account of the Division no later than five working days after receipt.
(d) With the approval of the Board, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

28. APPLICATION OF INCOME________________________________________

(a) The income and property of the Division shall be applied solely towards the
promotion of the purposes of the Division as set out in this Constitution.

(b) No portion of the income or property of the Division shall be paid or
transferred, directly or indirectly by way of dividend, bonus or otherwise to any
Member, but this shall not preclude payment to a Member in good faith for
expenses incurred or services rendered.

29. SIGNING OF NEGOTIABLE INSTRUMENTS__________________________

All cheques and other negotiable instruments shall be signed by two Directors or in
such other manner approved by the Board from time to time.

30. COMMON SEAL_____________________________________________________

(a) The Division may have a Seal upon which its corporate name shall appear in
legible characters. The Board will keep custody of the Seal.

(b) The Seal shall not be used without the express authorisation of the Board.
Every use of the Seal shall be recorded in the Board's minute book. Two
Directors must witness every use of the Seal, unless the Board determines
otherwise.

31 REGISTERED ADDRESS

The registered address of the Division is:

(a) the address determined from time to time by resolution of the Board; or
(b) if the Board has not determined an address to be the registered address, the postal address of the secretary.

 

32. ALTERATION OF CONSTITUTION____________________________________

(a) Any proposed alteration to this Constitution shall be notified to the Board of
Bowls Victoria by the Division Administration Officer for approval before any further action
can be taken. For the avoidance of doubt, Bowls Victoria may accept or
reject (in its absolute discretion) any proposed alteration to this Constitution
prior to it being put to the Members.

(b) If Bowls Victoria approves a proposed alteration to this Constitution, the
Division will notify Members of the proposed change. The Constitution can
not be altered except by Special Resolution.

(c) Within one month of a Special Resolution being put to the Members, the
Division must notify the outcome to Bowls Victoria in writing.

33. DISSOLUTION_______________________________________________________

(a) The Division may be wound up voluntarily by special resolution.

(b) In the event of the Division being wound up, the liability of the Members shall
be limited to any outstanding monies due and payable to the Division. No
other amount shall be payable by the Members.

(c) If upon winding up or dissolution of the Division, there remains, after
satisfaction of all its debts and liabilities, any property, the same shall not be
paid to or distributed amongst the Members, but shall be given or transferred
to some other organisation having purposes similar to the purposes of the
Division and which prohibits the distribution of its or their income and property
among its or their members and which is also not carried on for the profit or
gain to its members. Such body or bodies will be determined by the Members
at or before the time of dissolution, and in default thereof by such judge of the
Supreme Court of Victoria as may have or acquire jurisdiction in the matter.
Such body or bodies may include Bowls Victoria or other Divisions of Bowls
Victoria or a Region of Bowls Victoria.

34. INDEMNITY__________________________________________________________

(a) Every Director and employee of the Division shall be indemnified out of the
property and assets of the Division against any liability incurred by him/her in
his/her capacity as Director or employee in defending any proceedings,
whether civil or criminal, in which judgment is given in his or her favour or in
which he or she is acquitted or in connection with any application in relation to
any such proceedings in which relief is granted to him or her by the Court.

(b) The Division shall indemnify its Directors and employees against all damages
and costs (including legal costs) for which any such Director or employee may
be or become liable to any third party in consequence of any act or omission
except wilful misconduct:

(i) in the case of a Director, performed or made whilst acting on behalf of
and with the authority, express or implied of the Division; and

(ii) in the case of an employee, performed or made in the course of, and
within the scope of his or her employment by the Division.

35. SERVICE OF NOTICES________________________________________________

(a) Notices may be given to Members by sending the notice by post or facsimile
transmission or where available, by electronic mail, to the Member’s address
or facsimile number or electronic mail address shown in the Register.

(b) Where a notice is sent by post, service of the notice shall be deemed to be
effected at the time the letter would have been delivered in the ordinary
course of post.

(c) Where a notice is sent by facsimile transmission, service of the notice shall be
deemed to be effected upon receipt of a confirmation report confirming the
facsimile was sent to the correct facsimile number.

(d) Where a notice is sent by electronic mail, service of the notice shall be
deemed to be effected by properly addressing and upon receipt of a
confirmation report confirming the electronic mail message was received at
the electronic mail address to which it was sent.

36. CUSTODY OF BOOKS AND OTHER DOCUMENTS______________________

(a) Except as otherwise provided in this Constitution, the Board shall provide for
the retention of all books, minutes, documents and securities of the Division.

(b)If requested by a Member, the Board must permit such Member to inspect:

(i) the rules of the Division;
(ii) the minutes of each General Meeting.

(c)Upon written request and payment of a fee determined by the Board from time to time, a Member may obtain a copy of the documents listed at rule 36b.

(d)If requested by a Member and subject to the Act, the Board must permit such Member to inspect the register of members.

(e) Subject to the Act and rule 36b and 36d, no Member is entitled to
inspect the accounts, books, securities and other Relevant Documents of the
Division, unless authorised in writing by the Board.

37. LIFE MEMBERS______________________________________________________

(a) Life Members of the Bendigo District Bowls Association and Bendigo District Ladies Bowls Association remain Life Members of the Division
(b) A Life Member may be elected at any General Meeting on the unanimous recommendation of all members of the Board provided that the person concerned:-
(i) Is an affiliated member of a member club and
(ii) Rendered outstanding service to the Division; and
(iii)Is nominated in the notice of the meeting, and
(iv) Receives not less than four-fifths of the votes taken by ballot at the meeting.

(c) A Life member shall be entitled to attend any General Meeting of the Division and shall have a voice but not vote unless as an appointed Delegate.

38. REGULATIONS________________________________________________________

(a) The Board may make Regulations and alter, amend or rescind the same as
occasions may require, and enforce penalties for their breach. Such
Regulations shall have the same force and effect as this Constitution, but
shall not be in any way oppose or be in conflict with this Constitution. Such
Regulations shall be available for inspection in the Division premises.

(b) Amendments, alterations, interpretation or other changes to Regulations shall
be advised to Members by means of notice approved by the Directors.
Notices shall be binding upon all Members.